GLOBAL
      PLEDGE AGREEMENT

     

    GLOBAL
      PLEDGE AGREEMENT
      (the
“Agreement”)
      dated
      as of June 30, 2008, by MobilePro Corp., a Delaware corporation, (the
“Company”)
      and
      each subsidiary, direct and indirect, of the Company listed on Schedule
      I
      attached
      hereto (the “Subsidiary
      Pledgors,”
      collectively with the Company, the “Pledgors”)
      in
      favor of YA Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.,
      the
“Pledgee”).
      

     

    RECITALS:

     

    A. Reference
      is made to (a) the Global Security Agreement, dated as of the date hereof,
      between the Pledgors, as grantors, and the Pledgee, as secured party (as may
      be
      amended and supplemented from time to time, the “Security
      Agreement”);
      and
      (b) the Global Guaranty Agreement, dated as of the date hereof, among the
      Pledgors, as guarantors, and the Pledgee, as secured party (the “Guaranty”).
      Capitalized terms used herein and not otherwise defined herein shall have the
      respective meanings set forth in the Security Agreement. 

     

    B. The
      Security Agreement and the Guaranty contemplate the execution, delivery and
      implementation of this Agreement.

     

    C. The
      Pledgee has extended financial accommodations to certain Pledgors, pursuant
      to
      the Secured Convertible Debentures or otherwise, and the Pledgors will directly
      benefit from the extension of such financial accommodation as part of the
      affiliated business operations of the Pledgors. Each Pledgor acknowledges that
      without this Agreement, the Pledgee would not be willing to enter into the
      transaction documents related to such financial accommodations.

     

    D. Each
      Pledgor has determined that the execution, delivery and performance of this
      Agreement directly benefits, and is in the best interest of, such
      Pledgor.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants, agreements, warranties,
      and
      representations herein contained, and for other good and valuable consideration,
      the receipt and sufficiency of which is hereby acknowledged, the parties hereto
      agree as follows:

     

    TERMS
      AND CONDITIONS

     

    1. Pledge
      and Security Interest.
      

     

    (a) As
      collateral security for the prompt payment and performance in full of the
      Obligations (as defined below), each Pledgor hereby delivers, pledges and grants
      to the Pledgee, its successors and assigns, an irrevocable, first priority
      security interest in (i) all the securities or ownership interests or rights
      to
      purchase set forth on Schedule
      II
      attached
      hereto, and (ii) all securities or ownership interests obtained in the future
      by
      a Pledgor (collectively, the “Pledged
      Securities”),
      including, without limitation (a) all of the Pledgors’ interests in respect of
      the Pledged Securities and Pledgors’ interests in all profits and distributions
      to which the Pledgors shall at any time be entitled in respect of such Pledged
      Securities and (b) to the extent not otherwise included, all proceeds,
      dividends, warrants, options, rights, instruments, and other property from
      time
      to time received or otherwise distributable in respect of or in exchange of
      any
      or all of the foregoing (collectively, the “Pledged
      Collateral”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      term
“Obligations”
shall
      mean and include any and all debts, liabilities, obligations, covenants and
      duties owing by any Pledgor to the Pledgee, now existing or hereafter arising
      of
      every nature, type, and description, whether liquidated, unliquidated, primary,
      secondary, secured, unsecured, direct, indirect, absolute, or contingent, and
      whether or not evidenced by a note, guaranty or other instrument, and any
      amendments, extensions, renewals or increases thereof, including, without
      limitation, all those under (i) the Transaction Documents; (ii) any agreement
      or
      document related to the Transaction Documents; or (iii) any other or related
      documents, and including any interest accruing thereon after insolvency,
      reorganization or like proceeding relating to the Pledgors, whether or not
      a
      claim for post-petition interest is allowed in such proceeding, and all costs
      and expenses of the Pledgee incurred in the enforcement, collection or otherwise
      in connection with any of the foregoing, including, but not limited to,
      reasonable attorneys’ fees and expenses and all obligations of the Pledgors to
      the Pledgee to perform acts or refrain from taking any action.

     

    2. Delivery
      of Pledged Securities.
      

     

    (a) Simultaneously
      with the execution of this Agreement, each Pledgor shall deliver to the Escrow
      Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this
      Agreement, stock certificates or other certificated securities made out in
      favor
      of such Pledgor representing the Pledged Securities together with three (3)
      stock powers duly executed in blank and with medallion bank guarantees and
      any
      other instruments and documents as the Pledgee may reasonably request the
      (“Transfer
      Documents”).

     

    (b) After
      the
      execution of this Agreement, promptly upon any Pledgor acquiring any Pledged
      Securities, and any original certificates or other instruments or documents
      representing such Pledged Securities, such Pledgor shall deliver or cause to
      be
      delivered to the Escrow Agent the Pledged Securities and related Transfer
      Documents.

     

    (c) Each
      delivery of Pledged Securities shall be accompanied by a schedule describing
      the
      Pledged Securities theretofore and then being pledged hereunder, which schedule
      shall be attached hereto as Schedule II
      and made
      a part hereof. Each schedule so delivered shall supplement any prior schedules
      so delivered. 

     

    (d) If
      a
      Pledgor receives, or become entitled to receive any other property (whether
      by
      reclassification, readjustment, or other change in the capital structure of
      such
      Pledgor, or in any other manner), such additional interest or other property
      shall constitute Pledged Collateral, and such additional interest or other
      property shall be recorded in the name of the Pledgee and delivered directly
      to
      the Pledgee to be held as Pledged Collateral. If, notwithstanding the foregoing,
      a Pledgor receives any distribution or other property which should have been
      paid or delivered directly to the Pledgee or which was paid to such Pledgor
      in
      violation of this Section 2, such Pledgor shall receive the distribution or
      property in trust for the benefit of the Pledgee, shall segregate such
      distribution or property form the other property or funds of such Pledgor,
      and
      deliver it immediately to the Pledgee in the form received (with any necessary
      endorsement).

     

    
      
        
        

      

      
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    (e) Such
      stock certificates, other property and Transfer Documents shall be held by
      the
      Pledgee until the satisfaction in full of all the Obligations.

     

    3. Voting
      Rights Relating to Pledged Securities.
      During
      the term of this Agreement, so long as no Event of Default shall have occurred,
      the Pledgor shall have the right to vote the Pledged Securities, to the extent
      such right exists, on all questions for all purposes not inconsistent with
      the
      terms of this Agreement. Upon the occurrence of an Event of Default, the Pledgee
      shall thereafter have, at its discretion, the option to exercise all voting
      and/or other consensual rights and powers pertaining to the Pledged Securities,
      subject to the Ownership Limitation set forth below. 

     

    4. Dividends
      and Other Income.
      All cash
      and non-cash distributions and dividends related to the Pledged Securities
      shall
      be delivered to the Pledgee. Upon the occurrence of an Event of Default, the
      Pledgee shall be entitled to receive dividends and other distributions (cash
      or
      non-cash) related to the Pledged Securities.

     

    
      5.Release
        of Pledged Securities from Pledge.
        Upon
        the satisfaction in full of all the Obligations, the Pledgee, at the sole
        cost
        and expense of the Pledgor, shall return to each Pledgor the Transfer Documents
        and the certificates representing the Pledged Securities (collectively the
        “Pledged
        Materials”),
        whereupon any and all rights of the Pledgee in the Pledged Materials shall
        be
        terminated.

       

      6.Event
        of Default.
        An
“Event
        of Default”
shall
        be deemed to have occurred under this Agreement upon (i) failure of any Pledgor
        to promptly deliver any Transfer Documents or any Pledged Securities hereunder;
        or (ii) an Event of Default occurs under the Security Agreement, the Guaranty
        or
        any other document executed in connection therewith. 

    

     

    7. Remedies.

     

    (a) Whenever
      an Event of Default occurs, the Pledgee shall have, and may exercise with
      respect to the Pledged Collateral, in such order and manner as it determines,
      all rights and remedies of a secured party under the Uniform Commercial Code
      as
      in effect in the State of New Jersey (the “UCC”)
      and
      under any other applicable law, as the same may from time to time be in effect,
      as well as those rights granted herein, under the Security Agreement and any
      other agreement now or hereafter in effect between the Pledgee and the Pledgors.
      Without limiting the generality of the foregoing, whenever an Event of Default
      exists, the Pledgee may sell or otherwise dispose of all or part of the Pledged
      Collateral upon prior notice to the Pledgors, by public or private sale, in
      one
      or more transactions, and in such order as the Pledgee determines. Proceeds
      realized from such sales and dispositions shall be applied first to the
      Pledgee’s costs and expenses in connection therewith and then to the Obligations
      in such order as the Pledgee determines.

     

    (b) Pledgors
      recognize that the Pledgee may be unable to effect a public sale of all or
      a
      part of the Pledged Collateral by reason of certain provisions contained in
      the
      Securities Act of 1933, as amended (the “Securities
      Act”)
      and
      the securities laws of various states, and may be compelled to resort to one
      or
      more private sales to a restricted group of purchasers who will be obliged
      to
      agree, among other things, to acquire the Pledged Collateral for their own
      account, for investment and without a view to the distribution or resale
      thereof. The Pledgors understand that private sales so made may be at prices
      and
      other terms less favorable than if the Pledged Collateral were sold at public
      sales, and agree that the Pledgee has no obligation to delay the sale of the
      Pledged Collateral for the period of time necessary to permit the Pledgee to
      register the Pledged Collateral for sale under the Securities Act or such state
      laws. Pledgors agree that private sales under the foregoing circumstances shall
      be deemed to have been made in a commercially reasonable manner.

     

    
      
        
        

      

      
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    (c) At
      any
      public (or, to the extent permitted by applicable law, private) sale made
      pursuant to this Section 7, the Pledgee may bid for or purchase, free from
      any
      right of redemption, stay or appraisal on the part of any Pledgor (all said
      rights being also hereby waived and released), the Pledged Collateral or any
      part thereof offered for sale and may make payment on account thereof by using
      any claim then due and payable to it from such Pledgor as a credit against
      the
      purchase price, and it may, upon compliance with the terms of sale, hold, retain
      and dispose of such property without further accountability to such Pledgor
      therefor. As an alternative to exercising the power of sale herein conferred
      upon it, the Pledgee may proceed by a suit or suits at law or in equity to
      foreclose upon the Pledged Collateral and to sell the Pledged Collateral or
      any
      portion thereof pursuant to a judgment or decree of a court or courts having
      competent jurisdiction or pursuant to a proceeding by a court-appointed
      receiver. Any sale pursuant to the provisions of this Section 7 shall be deemed
      to conform to the commercially reasonable standards as provided in Section
      9-627
      of the UCC.

     

    (d) To
      the
      extent that the net proceeds received by the Pledgee are insufficient to satisfy
      the Obligations in full, the Pledgee shall be entitled to a deficiency judgment
      against each Pledgor for such amount. The Pledgee shall have the absolute right
      to sell or dispose of the Pledged Securities in any manner it sees fit and
      shall
      have no liability to any Pledgor or any other party for selling or disposing
      of
      such Pledged Securities even if other methods of sales or dispositions would
      or
      allegedly would result in greater proceeds than the method actually used. Each
      Pledgor shall remain liable for shortfalls, if any, that may exist after the
      Pledgee has exhausted all remedies hereunder. 

     

    (e) Each
      right, power and remedy of the Pledgee provided for in this Agreement or any
      other Transaction Documents shall be cumulative and concurrent and shall be
      in
      addition to every other such right, power or remedy. The exercise or beginning
      of the exercise by the Pledgee of any one or more of the rights, powers or
      remedies provided for in this Agreement or any other Transaction Documents
      now
      or hereafter existing at law or in equity or by statute or otherwise shall
      not
      preclude the simultaneous or later exercise by the Pledgee of all such other
      rights, powers or remedies, and no failure or delay on the part of the Pledgee
      to exercise any such right, power or remedy shall operate as a waiver thereof.
      No notice to or demand on any Pledgor in any case shall entitle any Pledgor
      to
      any other or further notice or demand in similar or other circumstances or
      constitute a waiver of any of the rights of the Pledgee to any other further
      action in any circumstances without demand or notice. The Pledgee shall have
      the
      full power to enforce or to assign or contract its rights under this Agreement
      to a third party.

     

    (f) All
      costs
      and expenses incurred by the Pledgee in enforcing this Agreement, in realizing
      upon or protecting any Pledged Collateral and in enforcing and collecting any
      Obligations or any guaranty thereof (including, without limitation, if the
      Pledgee retains counsel for advice, suit, appeal, insolvency or other
      proceedings under the Bankruptcy
      Code (11
      U.S.C.
§§ 101 et
      seq.)
      or
      otherwise, or for any of the above purposes, the actual attorneys’ fees incurred
      by Pledgee), shall constitute part of the Obligations, and all such costs and
      expenses are secured by the Pledged Collateral, as well as by all other property
      serving as security for the Obligations.

     

    
      
        
        

      

      
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    (g) Notwithstanding
      anything to the contrary, in no event shall the Pledgee have the right to
      acquire or vote such number of Pledged Securities which would cause the Pledgee,
      together with its affiliates, to beneficially own (as determined in accordance
      with Section 13(d) of the Securities Exchange Act of 1934 and the rules
      promulgated thereunder (the “Exchange
      Act”)
      in
      excess of 4.99% of any class of equity securities registered pursuant to Section
      12 of the Exchange Act (the “Ownership
      Limitation”)
      unless
      the Pledgee waives such limitation by providing 65 days’ advance written
      notice.

     

    8. Representations,
      Warranties and Covenants.
      Each
      Pledgor represents, warrants and covenants that:

     

    (a) each
      Pledgor (i) is and will at all times continue to be the legal, beneficial and
      record owner of, the Pledged Securities indicated on Schedule
      II;
      (ii)
      has good and valid title to all Pledged Securities pledged by it hereunder,
      except for the prior pledges and liens set forth on Schedule
      4.2
      of the
      Security Agreement, subject to no pledge, lien, mortgage, hypothecation,
      security interest, charge, option or other encumbrance whatsoever (collectively,
      the “Liens”);
      and
      (iii) will make no assignment, pledge, hypothecation or transfer of, or create
      or permit to exist any security interest in or other Lien on, the Pledged
      Collateral, other than pursuant hereto.

     

    (b) each
      Pledgor has full power, authority and legal right to pledge all the Pledged
      Collateral pledged pursuant to this Agreement.

     

    (c) all
      the
      Pledged Securities have been duly authorized and validly issued, are fully
      paid
      and (to the extent representing the capital stock of a corporation)
      non-assessable and are subject to no options to purchase or similar
      rights.

     

    (d) each
      Pledgor covenants and agrees to take all reasonable steps to defend the
      Pledgee’s right, title and security interest in and to the Pledged Securities
      and the proceeds thereof against the claims and demands of all persons
      whomsoever (other than the Pledgee and the Escrow Agent); and each Pledgor
      covenants and agrees that it will have like title to and right to pledge any
      other property at any time hereafter pledged to the Pledgee as collateral
      hereunder and will likewise take all reasonable steps to defend the right
      thereto and security interest therein of the Pledgee.

     

    (e) each
      Pledgor covenants and agrees to take no action which would violate or be
      inconsistent with any of the terms of this Agreement or any other Transaction
      Documents, or which would have the effect of impairing the position or interests
      of the Pledgee under this Agreement or any other Transaction
      Documents.

     

    (f) each
      Pledgor represents, warrants and covenants that (i) unless otherwise indicated
      on Schedule
      III
      attached
      hereto, Pledgor has been the beneficial owner of the Pledged Securities for
      a
      period of not less than two (2) years as computed in accordance with Rule 144(d)
      promulgated under the Securities Act, and (ii) this Agreement is made with
      recourse. Upon an Event of Default, the Pledgee shall be deemed to have acquired
      the Pledged Securities on the date they were acquired by the Pledgor. Unless
      otherwise indicated on the Schedule
      III
      attached
      hereto, each Pledgor is an “affiliate” of the applicable issuer, as such term is
      defined in Rule 144(a) promulgated under the Securities Act of 1933, as
      amended.

     

    
      
        
        

      

      
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    (g) the
      Pledgors will, promptly upon request, provide to the Pledgee all information
      and
      evidence it may reasonably request concerning the Pledged Collateral to enable
      the Pledgee to enforce the provisions of this Agreement.

     

    (h) upon
      the
      filing of all appropriate financing statements under the UCC, all steps
      necessary to create and perfect the security interest created by this Agreement
      as a valid and continuing first lien on and first perfected security interest
      in
      the Pledged Collateral in favor of the Pledgee prior to all other Liens will
      have been taken. With respect to membership interests, each Pledgor represents
      and warrants that such issuer Pledgor has opted into Article 8 of the UCC;
      and
      that the membership interests hereunder shall be certificated and shall be
      deemed “securities” for purposes of UCC compliance only; and Pledgor
      acknowledges and agrees that the act of opting into Article 8 of the UCC
      alone does not categorize said interests as “securities” under any federal
      investment company laws or federal or state securities laws. 

     

    9. Appointed
      Attorney-in-Fact.
      Each
      Pledgor hereby appoints the Pledgee and any other officer or agent thereof
      as
      the true and lawful attorney-in-fact of such Pledgor for the purpose of carrying
      out the provisions of this Agreement and taking any action and executing any
      instrument that Pledgee may deem reasonably necessary or advisable (in its
      reasonable judgment) to accomplish the purposes hereof, which appointment is
      irrevocable and coupled with an interest. Without limiting the generality of
      the
      foregoing, the Pledgee shall have the right, (i) upon the occurrence and during
      the continuance of an Event of Default, with full power of substitution either
      in any Pledgee’s name or in the name of such Pledgor, to endorse checks, drafts,
      orders and other instruments for the payment of money payable to a Pledgor
      representing any interest or dividend or other distribution payable in respect
      of the Pledged Collateral or any part thereof or on account thereof and to
      give
      full discharge for the same; and (ii) upon the occurrence and during the
      continuance of an Event of Default, with full power of substitution either
      in
      the Pledgee’s name or in the name of such Pledgor, to ask for, demand, sue for,
      collect, receive and give acquittance for any and all moneys due or to become
      due under and by virtue of any Pledged Collateral, to settle, compromise,
      prosecute or defend any action, claim or proceeding with respect thereto, and
      to
      sell, assign, endorse, pledge, transfer and to make any agreement respecting,
      or
      otherwise deal with, the same.

     

    10. Additional
      Pledgors.
      Pursuant to Section 6.12 of the Security Agreement, each subsidiary of the
      Pledgors that was not in existence or not a subsidiary on the date of the
      Security Agreement is required to become a Pledgor and to enter in this
      Agreement as a Pledgor upon becoming a subsidiary. Such subsidiary shall become
      a Pledgor hereunder with the same force and effect as if originally named as
      a
      Pledgor herein. The rights and obligations of each Pledgor hereunder shall
      remain in full force and effect notwithstanding the addition of any new Pledgor
      as a party to this Agreement.

     

    11. Notices.
      Unless
      otherwise provided herein, all demands, notices, consents, service of process,
      requests and other communications hereunder shall be in writing and shall be
      delivered in person or by overnight courier service, or mailed by certified
      mail, return receipt requested, addressed:

     

    
      
        
        

      

      
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              If
                to the Pledgee:

            	
              YA
                Global Investments, L.P.

              101
                Hudson Street-Suite 3700

              Jersey
                City, New Jersey 07302

              Attention:
                Mark Angelo

              Portfolio
                Manager

              Telephone:
                  (201) 985-8300

              Facsimile:   
                (201) 985-8266

            
	 	 
	
              With
                a copy to:

            	
              Troy
                Rillo, Esq.

              101
                Hudson Street, Suite 3700

              Jersey
                City, NJ 07302

              Telephone: 
                 (201) 985-8300

              Facsimile:   
                (201) 985-1964

            
	 	 
	
              And
                if to any Pledgor:

            	
              c/o
                MobilePro Corp.

              6701
                Democracy Blvd., Suite 202

              Bethesda,
                MD 20817

              Attn:
                Jay O. Wright, Chief Executive Officer

              Telephone:
                  (301) 571-3476

              Facsimile:   
                (301) 315-9027

            
	 	 
	
              With
                a copy to:

            	
              Seyfarth
                Shaw LLP

              815
                Connecticut Avenue, N.W.

              Suite
                500

              Washington,
                D.C. 20006-4004

              Attn:
                Ernest M. Stern, Esq.

              Telephone: 
                 (202) 828-5360

              Facsimile:   
                (202) 828-5393

            


    

     

    Any
      such
      notice shall be effective (a) when delivered, if delivered by hand delivery
      or
      overnight courier service, or (b) five (5) days
      after deposit in the United States mail, as applicable.

     

    12. Binding
      Effect.
      All of
      the covenants and obligations contained herein shall be binding upon and shall
      inure to the benefit of the respective parties, their successors and
      assigns.

     

    13. Governing
      Law; Venue; Service of Process.
      The
      validity, interpretation and performance of this Agreement shall be determined
      in accordance with the laws of the State of New Jersey without regard to the
      principles of conflict of laws. The parties further agree that any action
      between them shall be heard in Hudson County, New Jersey or Federal district
      courts located in Newark, New Jersey, and expressly consent to the jurisdiction
      and venue of the Superior Court of New Jersey, sitting in Hudson County and
      the
      United States District Court for the District of New Jersey sitting in Newark,
      New Jersey for the adjudication of any civil action asserted pursuant to this
      Paragraph, provided,
      however,
      that
      nothing herein shall prevent the Pledgee from enforcing its rights and remedies
      (including, without limitation, by filing a civil action) with respect to the
      Collateral and/or the Pledgors in any other jurisdiction in which the Collateral
      and/or the Pledgors may be located. Each party hereby irrevocably waives
      personal service of process and consents to process being served in any such
      suit, action or proceeding by mailing a copy thereof to such party at the
      address for such notices to it under this Agreement and agrees that such service
      shall constitute good and sufficient service of process and notice thereof.
      Nothing contained herein shall be deemed to limit in any way any right to serve
      process in any manner permitted by law.

     

    
      
        
        

      

      
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    14. JURY
      TRIAL.
      AS A
      MATERIAL INDUCEMENT FOR THE PLEDGEE TO MAKE FINANCIAL ACCOMMODATIONS TO THE
      COMPANY OR ANY PLEDGOR, EACH PLEDGOR HEREBY WAIVES, TO THE FULLEST EXTENT
      PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY
      LEGAL
      PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE OTHER
      DOCUMENTS ASSOCIATED WITH THIS TRANSACTION

     

    15. Enforcement
      Costs.
      If any
      legal action or other proceeding is brought for the enforcement of this
      Agreement, or because of an alleged dispute, breach, default or
      misrepresentation in connection with any provisions of this Agreement, the
      successful or prevailing party or parties shall be entitled to recover
      reasonable attorneys’ fees, court costs and all expenses even if not taxable as
      court costs (including, without limitation, all such fees, costs and expenses
      incident to appeals), incurred in that action or proceeding, in addition to
      any
      other relief to which such party or parties may be entitled.

     

    16. No
      Penalties.
      No
      provision of this Agreement is to be interpreted as a penalty upon any party
      to
      this Agreement.

     

    17. Remedies
      Cumulative.
      No
      remedy herein conferred upon any party is intended to be exclusive of any other
      remedy, and each and every such remedy shall be cumulative and shall be in
      addition to every other remedy given hereunder or now or hereafter existing
      at
      law, in equity, by statute, or otherwise. No single or partial exercise by
      any
      party of any right, power or remedy hereunder shall preclude any other or
      further exercise thereof.

     

    18. Severability.
      If any
      provision of this Agreement is, for any reason, invalid or unenforceable, the
      remaining provisions of this Agreement will nevertheless be valid and
      enforceable and will remain in full force and effect. Any provision of this
      Agreement that is held invalid or unenforceable by a court of competent
      jurisdiction will be deemed modified to the extent necessary to make it valid
      and enforceable and as so modified will remain in full force and
      effect.

     

    19. Amendment
      and Waiver.
      This
      Agreement may be amended, or any provision of this Agreement may be waived,
      provided that any such amendment or waiver will be binding on a party hereto
      only if such amendment or waiver is set forth in a writing executed by the
      parties hereto. The waiver by any such party hereto of a breach of any provision
      of this Agreement shall not operate or be construed as a waiver of any other
      breach. The Pledgee’s failure to exercise any right, remedy or option under this
      Agreement or other agreement between the Pledgee and the Pledgors or delay
      by
      Pledgee in exercising the same will not operate as a waiver. No waiver by
      Pledgee shall affect its right to require strict performance of this
      Agreement.

     

    
      
        
        

      

      
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    20. Further
      Assurances.
      Each
      party will execute all documents and take such other actions as the other
      parties may reasonably request in order to consummate the transactions provided
      for herein and to accomplish the purposes of this Agreement.

     

    21. Liability
      of Pledgors.
      Notwithstanding any provision herein, the Pledgors, and each of them, are and
      shall be jointly and severally liable for any and all Obligations (whether
      any
      such Obligation is specified as an obligation of the Pledgors or of any of
      them).

     

    22. Entire
      Agreement.
      This
      Agreement and the other documents or agreements delivered in connection herewith
      set forth the entire understanding of the parties with respect to the subject
      matter hereof, and shall not be modified or affected by any offer, proposal,
      statement or representation, oral or written, made by or for any party in
      connection with the negotiation of the terms hereof, and may be modified only
      by
      instruments signed by all of the parties hereto.

     

    23. Counterparts.
      This
      Agreement may be executed and delivered by exchange of facsimile signatures
      of
      the Pledgee and the Pledgors, and those signatures need not be affixed to the
      same copy. This Agreement may be executed in any number of
      counterparts.

     

    24. Pledged
      Collateral Under Security Agreement.
      This
      Agreement is supplemental to, and not in limitation of, the Security Agreement.
      In the event of a conflict between the terms of this Agreement and of the
      Security Agreement related to the Pledged Collateral, the terms of this
      Agreement shall control.

     

    25. Existing
      Pledge.
      This
      Agreement is intended to be supplemental to, and not in limitation of, any
      existing pledges in favor of the Pledgee to secure the Obligations, whether
      under the Prior Debt Documents or otherwise. All such existing pledges, and
      any
      rights of the Pledgee in connection therewith, shall remain in full force and
      effect in accordance with their respective terms, provided,
      however,
      that in
      the event of a conflict between the terms of this Agreement and of any such
      prior pledge, or the documents evidencing the same, the terms of this Agreement
      shall control.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each
      Pledgor has caused this Global Pledge and Escrow Agreement to be executed by
      its
      respective duly authorized officer, as of the date first above
      written.

     

    
      	
              Guarantors:

            	 	 
	 	 	 
	
              MOBILEPRO
                CORP., a Delaware corporation

            	 	
              PROGAMES
                NETWORK, INC., a Delaware corporation

            
	 	 	 
	
              By:

            	/s/
              Jay Wright 	 	
              By:

            	/s/
              Jay Wright 
	
              Name:
                Jay Wright 

            	 	
              Name:
                Jay Wright 

            
	
              Title:  
                Chairman and CEO

            	 	
              Title:  
                Chairman

            
	 	 	 
	
              DAVEL
                FINANCING COMPANY, L.L.C., a Delaware limited liability
                company

            	 	
              DAVEL
                COMMUNICATIONS GROUP, INC., an Illinois corporation

            
	 	 	 
	
              By:

            	/s/
              Tammy Martin 	 	
              By:

            	/s/
              Tammy Martin 
	
              Name:
                Tammy Martin 

            	 	
              Name:
                Tammy Martin 

            
	
              Title:  
                Secretary

            	 	
              Title:  
                Secretary

            
	 	 	 
	
              TELALEASING
                ENTERPRISES, INC., an Illinois corporation

            	 	
              PEOPLES
                TELEPHONE COMPANY, INC., a New York corporation

            
	 	 	 
	
              By:

            	/s/
              Tammy Martin 	 	
              By:

            	/s/
              Tammy Martin 
	
              Name:
                Tammy Martin 

            	 	
              Name:
                Tammy Martin 

            
	
              Title:  
                Secretary

            	 	
              Title:  
                Secretary

            
	 	 	 
	
              PHONETEL
                TECHNOLOGIES, INC., an Ohio corporation

            	 	
              DAVEL
                ACQUISITION CORP., a Delaware corporation

            
	 	 	 
	
              By:

            	/s/
              Tammy Martin 	 	
              By:

            	/s/
              Tammy Martin 
	
              Name:
                Tammy Martin 

            	 	
              Name:
                Tammy Martin 

            
	
              Title:  
                Secretary

            	 	
              Title:  
                Secretary

            
	 	 	 	 	 
	
              DAVEL
                COMMUNICATIONS, INC., a Delaware corporation

            	 	
              CLOSECALLAMERICA,
                INC., a Delaware corporation

            
	 	 	 
	
              By:

            	/s/
              Tammy Martin 	 	
              By:

            	/s/
              Doug Bethell 
	
              Name:
                Tammy Martin 

            	 	
              Name:
                Doug Bethell 

            
	
              Title:  
                Secretary

            	 	
              Title:  
                President 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              AMERICAN
                FIBER NETWORK, INC., a Delaware corporation

            
	 
	
              By:

            	/s/
              Doug Bethell 
	
              Name:
                Doug Bethell 

            
	
              Title:
                President 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      undersigned acknowledge and agree to the terms and conditions of this Global
      Pledge and Escrow Agreement as of the date first above written.

     

    
      	
              YA
                GLOBAL INVESTMENTS, L.P.

            
	 
	
              By:
                Yorkville Advisors, LLC,

            
	
              its
                Investment Manager

            
	 
	
              By:

            	/s/
              Jerry Eicke
	
              Name:
                Jerry
                Eicke

            
	
              Title:  
                Managing
                Member

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

    (Subsidiary
      Pledgors)

    


    [to
      be
      completed by Pledgor]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      II

    (Pledged
      Securities)

    


    [to
      be
      completed by Pledgor]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      III

    (Disclosure
      Schedule)

    


    [to
      be
      completed by Borrower, if any]